Common use of Rejection of Products Clause in Contracts

Rejection of Products. All Products shipped for replacement under this provision will be new unless otherwise agreed. FUJI XEROX shall inspect all Products promptly upon receipt thereof and may reject any Product that fails in any material way to meet the specifications set forth in AUSPEX's current brochure for that Product. AUSPEX will provide new replacement Products with no charge to FUJI XEROX, if FUJI XEROX finds the Products defective within thirty (30) days from the date of shipment to the end-users ( "Rejection Period") Any Product not properly rejected within the "Rejection Period" shall be deemed accepted on the earlier of the end of the Rejection Period or acceptance of the Product by FUJI XEROX's customer. If any unit of a Product is shipped by FUJI XEROX to its customer prior to expiration of the Rejection Period, then that unit shall be deemed accepted upon receipt by FUJI XEROX unless or until a separate procedure is established between AUSPEX and FUJI XEROX to reject a separate Product. In any case, FUJI XEROX shall, within the Rejection Period, notify AUSPEX in writing or by telecopy of its rejection and request a Return Material Authorization number ("RMA number"). AUSPEX shall provide the RMA number in writing (which may be by email or telecopy) to FUJI XEROX within four (4) working days after receipt of the request. Within 21 days after receipt of the RMA, FUJI XEROX shall return to AUSPEX the rejected Product, freight prepaid, in its original shipping carton with the RMA number displayed on the outside of the carton. As promptly as practicable but no later than twenty (20) working days after receipt by AUSPEX of properly rejected Products, AUSPEX shall, at its option and expense, take reasonable steps to either repair or replace the Products. In case AUSPEX considers it difficult to repair the returned Product within the twenty (20) working day period, AUSPEX shall, within seven (7) working days after receipt of the returned Product, notify FUJI XEROX thereof with reason for the delay and estimated date of completion of the repair and obtain FUJI XEROX's approval of such delay, which approval shall not be unreasonably withheld. In such case, AUSPEX shall provide FUJI XEROX with replacement Product at no charge. If, after the exercise of reasonable efforts, AUSPEX is unable to repair or replace the Product, FUJI XEROX shall be relieved of its payment obligation for such defective Product and AUSPEX shall refund any payments made by FUJI XEROX for it, and AUSPEX shall have no further liability to FUJI XEROX in connection with such Product. For any properly rejected Products, AUSPEX shall pay all charges for importation into the United States, if any, and shall also pay the shipping (including costs for insurance) back to FUJI XEROX, and FUJI XEROX shall pay all charges accompanied with re-importation of such Products into the Territory.

Rejection of Products. All Products shipped for replacement under this provision will be new unless otherwise agreed. FUJI XEROX (i) Distributor shall inspect all Products products promptly upon receipt thereof and may reject any Product product that fails in any material way to meet the specifications set forth in AUSPEXOBL's current brochure or related literature for that Productproduct. AUSPEX will provide new replacement Products with no charge to FUJI XEROX, if FUJI XEROX finds the Products defective Any product not properly rejected within thirty (30) days from of receipt of that product by Distributor (the date of shipment to the end-users ( "Rejection Period") Any Product not properly rejected within the "Rejection Period" shall be deemed accepted on the earlier of the end of the Rejection Period or acceptance of the Product by FUJI XEROX's customeraccepted. If any unit of a Product is shipped by FUJI XEROX to its customer prior to expiration of the Rejection Period, then that unit shall be deemed accepted upon receipt by FUJI XEROX unless or until a separate procedure is established between AUSPEX and FUJI XEROX to To reject a separate Product. In any caseproduct, FUJI XEROX Distributor shall, within the Rejection Period, notify AUSPEX OBL in writing or by telecopy of its rejection and request a Return Material Authorization number rejection. Within seven ("RMA number"). AUSPEX shall provide the RMA number in writing (which may be by email or telecopy7) to FUJI XEROX within four (4) working days after receipt of the request. Within 21 days after receipt of the RMArejection, FUJI XEROX Distributor shall return to AUSPEX OBL the rejected Productproduct, freight prepaid, in its original shipping carton with the RMA number displayed clear written identification on the outside of the cartoncarton that a rejected Product is contained therein. As promptly as practicable possible but no later than twenty thirty (2030) working days after receipt by AUSPEX of properly rejected Productsproducts, AUSPEX OBL shall, at its option and expense, take reasonable steps to either repair or replace the Productsproducts. In case AUSPEX considers it difficult OBL shall pay the shipping charges back to repair at its option and expense, replace the products. OBL shall pay the shipping charges back to Distribution for properly rejected products; otherwise, Distributor shall be responsible for the shipping charges. (ii) After the Rejection Period, Distributor may not return a product to OBL for any reason without OBL's prior written consent. Such consent may be withheld by OBL for any reason that OBL deems appropriate in its sole discretion. For any product for which OBL gives such consent, OBL shall charge twenty-five percent (25%) of Distributor's purchase price for that product and shall credit the balance of the purchase price to Distributor's account within thirty (30) days upon receipt of returned Product product. Distributor shall be responsible for all shipping charges. (iii) Products which are found not to conform to OBL's specifications at an end-user's site shall be replaced by the Distributor. OBL shall replace Distributor's inventory within the twenty thirty (2030) working day period, AUSPEX shall, within seven (7) working days after receipt of the returned Product, notify FUJI XEROX thereof defective product and a completed customer complaint form. The final decision concerning product non-conformance rests solely with reason for the delay and estimated date of completion of the repair and obtain FUJI XEROX's approval of such delay, which approval shall not be unreasonably withheld. In such case, AUSPEX shall provide FUJI XEROX with replacement Product at no charge. If, after the exercise of reasonable efforts, AUSPEX is unable to repair or replace the Product, FUJI XEROX shall be relieved of its payment obligation for such defective Product and AUSPEX shall refund any payments made by FUJI XEROX for it, and AUSPEX shall have no further liability to FUJI XEROX in connection with such Product. For any properly rejected Products, AUSPEX shall pay all charges for importation into the United States, if any, and shall also pay the shipping (including costs for insurance) back to FUJI XEROX, and FUJI XEROX shall pay all charges accompanied with re-importation of such Products into the TerritoryOBL.

Rejection of Products. All Products shipped for replacement under this provision will be new unless otherwise agreed. FUJI XEROX Fukuda shall inspect all IVUS Products, except those IVUS Products which are sterilized and sealed by EndoSonics at its plant, promptly upon receipt thereof and may reject any IVUS Product that fails in any material way to meet the specifications set forth in AUSPEX's EndoSonics’ current brochure product specifications for that IVUS Product. AUSPEX will provide new replacement Products with no charge to FUJI XEROX, if FUJI XEROX finds the Products defective within thirty (30) days from the date of shipment to the end-users ( "Rejection Period") Any IVUS Product not properly rejected within sixty (60) days of receipt of that IVUS Product at Fukuda’s facility after customs clearance for import (the "“Rejection Period" ”) shall be deemed accepted on the earlier of the end of the Rejection Period or acceptance of the Product by FUJI XEROX's customeraccepted. If any unit of a Product is shipped by FUJI XEROX to its customer prior to expiration of the Rejection PeriodTo reject an IVUS Product, then that unit shall be deemed accepted upon receipt by FUJI XEROX unless or until a separate procedure is established between AUSPEX and FUJI XEROX to reject a separate Product. In any case, FUJI XEROX Fukuda shall, within the Rejection Period, notify AUSPEX EndoSonics in writing or by telecopy facsimile of its rejection and request a Return Material Authorization number ("RMA “RMA”) number"). AUSPEX EndoSonics shall provide the RMA number in writing by facsimile to Fukuda within ten (which may be by email or telecopy10) to FUJI XEROX within four (4) working days after of receipt of the request. Within 21 ten (10) days after of receipt of the RMARMA number, FUJI XEROX Fukuda shall return to AUSPEX EndoSonics the rejected IVUS Product, freight prepaidcollect, in its original shipping carton with the number displayed on the outside of the carton. Provided that EndoSonics has complied with its obligations in this Agreement, EndoSonics reserves the right to refuse to accept any rejected IVUS Products that do not bear an RMA number displayed on the outside of the carton. As promptly as practicable possible but no later than twenty fifteen (2015) working days after receipt by AUSPEX EndoSonics of properly rejected IVUS Products, AUSPEX EndoSonics shall, at its option and expense, take reasonable steps to either repair or replace the Products. In case AUSPEX considers it difficult to repair the returned Product within the twenty (20) working day period, AUSPEX shall, within seven (7) working days after receipt of the returned Product, notify FUJI XEROX thereof with reason for the delay IVUS Products and estimated date of completion of the repair and obtain FUJI XEROX's approval of ship such delay, which approval shall not be unreasonably withheld. In such case, AUSPEX shall provide FUJI XEROX with replacement Product at no charge. If, after the exercise of reasonable efforts, AUSPEX is unable to repair or replace the Product, FUJI XEROX shall be relieved of its payment obligation for such defective Product and AUSPEX shall refund any payments made by FUJI XEROX for it, and AUSPEX shall have no further liability to FUJI XEROX in connection with such Product. For any properly rejected Products, AUSPEX shall pay all charges for importation into the United States, if any, and shall also pay the shipping (including costs for insurance) back to FUJI XEROX, and FUJI XEROX shall pay all charges accompanied with re-importation of such IVUS Products into the Territoryfreight prepaid.

Rejection of Products. All Products shipped for replacement under this provision will be new unless otherwise agreed. FUJI XEROX (a) Client shall inspect all Products promptly upon receipt thereof and may reject any Product that fails in any material way to meet the specifications set forth in AUSPEX's current brochure for that Product. AUSPEX will provide new replacement Products with no charge to FUJI XEROX, if FUJI XEROX finds the Products defective manufactured by Patheon within thirty (30) days from the date of shipment to the end-users ( "Rejection Period") Any Product not properly rejected within the "Rejection Period" shall be deemed accepted on the earlier of the end of the Rejection Period or acceptance of the Product by FUJI XEROX's customer. If any unit of a Product is shipped by FUJI XEROX to its customer prior to expiration of the Rejection Period, then that unit shall be deemed accepted upon receipt by FUJI XEROX unless or until a separate procedure is established between AUSPEX and FUJI XEROX to reject a separate Product. In any case, FUJI XEROX shall, within the Rejection Period, notify AUSPEX in writing or by telecopy of its rejection and request a Return Material Authorization number ("RMA number"). AUSPEX shall provide the RMA number in writing (which may be by email or telecopy) to FUJI XEROX within four (4) working business days after receipt at Client’s warehouse and shall give Patheon written notice (a “Deficiency Notice”) of all claims for (i) Products which do not conform to the Patheon Manufacturing Requirements or the tests results as shown on the certificate of analysis (such Products being referred to herein as “Non-Conforming Products”), or (ii) shortages in the amount of delivered Products, in each case prior to the expiry of such thirty (30) day period. Except as set out in Sections 4.2 and 4.3 below, Patheon shall have no liability for any deviations or shortages for which it has not received notice within such thirty (30) day period. Client shall return, at Patheon’s expense, any Non-Conforming Product. Cost and method of returned Non-Conforming Product disposal shall be Patheon’s responsibility. (b) Upon receipt of a Deficiency Notice relating to claims under 2.6(a)(i) above, Patheon shall have 10 business days to notify Client in writing as to whether it agrees that the subject Products are Non-Conforming Products. If Client and Patheon fail to agree within 10 business days after Patheon’s notice to Client as to whether any Products identified in the Deficiency Notice are Non-Conforming Products, the parties shall mutually determine an independent laboratory to evaluate whether the Products are Non-Conforming Products. If such evaluation certifies that any Products are Non-Conforming Products, Client may have those Products replaced in the manner contemplated by Subsection 2.6(d). (c) Claims for shortages set out in a Deficiency Notice delivered to Patheon pursuant to Subsection 2.6(a)(ii) shall be dealt with in accordance with normal commercial practices. (d) All fees and disbursements incurred in connection with the independent determination by the laboratory as described in Section 2.6(b) above shall be borne by the party which determined incorrectly that the relevant Product was or was not a Non-Conforming Product. Within 15 days of the request. Within 21 days after receipt of determination by the RMAindependent laboratory that the Product is a Non-Conforming Product, FUJI XEROX Patheon shall return replace such returned Non-Conforming Product at its expense or if it is unable to AUSPEX make prompt replacement, shall either credit Client’s account or refund any payment made on the rejected Product, freight prepaid, in its original shipping carton with the RMA number displayed depending on the outside of the carton. As promptly as practicable but no later than twenty (20) working days after receipt by AUSPEX of properly rejected Products, AUSPEX shall, at its option and expense, take reasonable steps to either repair or replace the Products. In case AUSPEX considers it difficult to repair the returned Product within the twenty (20) working day period, AUSPEX shall, within seven (7) working days after receipt of the returned Product, notify FUJI XEROX thereof with reason for the delay and estimated date of completion of the repair and obtain FUJI XEROX's approval of such delay, which approval shall not be unreasonably withheld. In such case, AUSPEX shall provide FUJI XEROX with replacement Product at no charge. If, after the exercise of reasonable efforts, AUSPEX is unable to repair or replace the Product, FUJI XEROX shall be relieved of its payment obligation for such defective Product and AUSPEX shall refund any payments made by FUJI XEROX for it, and AUSPEX shall have no further liability to FUJI XEROX in connection with such Product. For any properly rejected Products, AUSPEX shall pay all charges for importation into the United States, if any, and shall also pay the shipping (including costs for insurance) back to FUJI XEROX, and FUJI XEROX shall pay all charges accompanied with re-importation of such Products into the TerritoryClient’s account balance.

Rejection of Products. All Products shipped for replacement under this provision will be new unless otherwise agreed. FUJI XEROX Fukuda shall inspect all IVUS Products, except those IVUS Products which are sterilized and sealed by EndoSonics at its plant, promptly upon receipt thereof and may reject any IVUS Product that fails in any material way to meet the specifications set forth in AUSPEX's EndoSonics' current brochure product specifications for that IVUS Product. AUSPEX will provide new replacement Products with no charge to FUJI XEROX, if FUJI XEROX finds the Products defective Any IVUS Product not properly rejected within thirty sixty (3060) days from of receipt of that IVUS Product at Fukuda's facility after customs clearance for import (the date of shipment to the end-users ( "Rejection Period") Any Product not properly rejected within the "Rejection Period" shall be deemed accepted on the earlier of the end of the Rejection Period or acceptance of the Product by FUJI XEROX's customeraccepted. If any unit of a Product is shipped by FUJI XEROX to its customer prior to expiration of the Rejection PeriodTo reject an IVUS Product, then that unit shall be deemed accepted upon receipt by FUJI XEROX unless or until a separate procedure is established between AUSPEX and FUJI XEROX to reject a separate Product. In any case, FUJI XEROX Fukuda shall, within the Rejection Period, notify AUSPEX EndoSonics in writing or by telecopy facsimile of its rejection and request a Return Material Authorization number ("RMA RMA") number"). AUSPEX EndoSonics shall provide the RMA number in writing by facsimile to Fukuda within ten (which may be by email or telecopy10) to FUJI XEROX within four (4) working days after of receipt of the request. Within 21 ten (10) days after of receipt of the RMARMA number, FUJI XEROX Fukuda shall return to AUSPEX EndoSonics the rejected IVUS Product, freight prepaidcollect, in its original shipping carton with the number displayed on the outside of the carton. Provided that EndoSonics has complied with its obligations in this Agreement, EndoSonics reserves the right to refuse to accept any rejected IVUS Products that do not bear an RMA number displayed on the outside of the carton. As promptly as practicable possible but no later than twenty fifteen (2015) working days after receipt by AUSPEX EndoSonics of properly rejected IVUS Products, AUSPEX EndoSonics shall, at its option and expense, take reasonable steps to either repair or replace the Products. In case AUSPEX considers it difficult to repair the returned Product within the twenty (20) working day period, AUSPEX shall, within seven (7) working days after receipt of the returned Product, notify FUJI XEROX thereof with reason for the delay IVUS Products and estimated date of completion of the repair and obtain FUJI XEROX's approval of ship such delay, which approval shall not be unreasonably withheld. In such case, AUSPEX shall provide FUJI XEROX with replacement Product at no charge. If, after the exercise of reasonable efforts, AUSPEX is unable to repair or replace the Product, FUJI XEROX shall be relieved of its payment obligation for such defective Product and AUSPEX shall refund any payments made by FUJI XEROX for it, and AUSPEX shall have no further liability to FUJI XEROX in connection with such Product. For any properly rejected Products, AUSPEX shall pay all charges for importation into the United States, if any, and shall also pay the shipping (including costs for insurance) back to FUJI XEROX, and FUJI XEROX shall pay all charges accompanied with re-importation of such IVUS Products into the Territoryfreight prepaid.

Rejection of Products. All Products shipped for replacement under this provision will be new unless otherwise agreed. FUJI XEROX (a) Medicis shall inspect all the Products promptly upon manufactured by AAI within *** after receipt thereof and may reject shall give AAI written notice (a “Deficiency Notice”) of all Shortages and obvious damage to or defects in the delivered Products, prior to the expiry of *** day period, except that Medicis shall give AAI a Deficiency Notice of any Product that fails in any material way non-obvious defects, including failure to meet the specifications Specifications, within *** following discovery thereof. Except as set forth in AUSPEX's current brochure Section 4.2 below, AAI shall have no liability for that Productany Shortages or defects for which it has not received a Deficiency Notice within such ***. (b) A Deficiency Notice pursuant to this Section 2.5 shall describe the deficiency in such detail as to reasonably inform AAI of its nature and basis. AUSPEX will Thereafter, upon request, Medicis shall provide new replacement Products AAI with no charge all information and documentation reasonably requested by AAI in order to FUJI XEROX, if FUJI XEROX finds evaluate the Products defective within thirty (30) days from the date Deficiency Notice. AAI shall have a period of shipment *** after its receipt of a Deficiency Notice to present in writing to Medicis any objections AAI may have to the end-users ( "Rejection Period") Any Product not properly rejected matters set forth therein. If no objections are raised within such ***, the "Rejection Period" Deficiency Notice shall be deemed final and accepted and approved by AAI on such ***. If AAI shall raise any objections, Medicis and AAI shall attempt to resolve the earlier matters in dispute, and if resolved, the Parties shall accordingly revise the Deficiency Notice and the Deficiency Notice as so revised shall become final. If such dispute cannot be resolved by the Parties within *** after delivery of the end of Deficiency Notice to AAI, then, upon *** prior written notice to the Rejection Period or acceptance of other party, the Product by FUJI XEROX's customer. If any unit of a Product is shipped by FUJI XEROX to its customer prior to expiration of the Rejection Period, then that unit matters in dispute shall be deemed accepted upon receipt submitted to Boston Analytical, Inc. of Salem, New Hampshire, unless objected to by FUJI XEROX unless either party within the *** notice period, or until a separate procedure is established between AUSPEX and FUJI XEROX such other laboratory as agreed to reject a separate Product. In any in writing by the Parties (in either case, FUJI XEROX the “Laboratory”), which Laboratory shall make a final and binding determination as to such matters. The expenses associated with such dispute determination by the Laboratory shall be borne by the Party whose position was not substantiated by such firm. (c) To the extent that a deficiency is set forth in a final Deficiency Notice, AAI shall, within as soon as is commercially reasonable but in no event later than *** after the Rejection PeriodDeficiency Notice becomes final in accordance with Section 2.6(b) hereof, notify AUSPEX supply Medicis with Product conforming to the Specifications in writing or by telecopy an amount equal to the deficiency, and reimburse Medicis for all Active Materials consumed in the production of its rejection and request a Return Material Authorization number ("RMA number"). AUSPEX shall provide the RMA number in writing (which may be by email or telecopy) to FUJI XEROX within four (4) working days after receipt of the request. Within 21 days after receipt of the RMA, FUJI XEROX shall return to AUSPEX the rejected such Product, freight prepaid, in its original shipping carton with at the RMA number displayed on the outside of the carton. As promptly as practicable but no later than twenty (20) working days after receipt by AUSPEX of properly rejected Products, AUSPEX shall, at its option and expense, take reasonable steps to either repair or replace the Products. In case AUSPEX considers it difficult to repair the returned Product within the twenty (20) working day period, AUSPEX shall, within seven (7) working days after receipt of the returned Product, notify FUJI XEROX thereof with reason for the delay and estimated date of completion of the repair and obtain FUJI XEROX's approval of such delay, which approval shall not be unreasonably withheld. In such case, AUSPEX shall provide FUJI XEROX with replacement Product at no charge. If, after the exercise of reasonable efforts, AUSPEX is unable to repair or replace the Product, FUJI XEROX shall be relieved of its payment obligation for such defective Product and AUSPEX shall refund any payments made by FUJI XEROX for it, and AUSPEX shall have no further liability to FUJI XEROX in connection with such Product. For any properly rejected Products, AUSPEX shall pay all charges for importation into the United States, if any, and shall also pay the shipping (including costs for insurance) back to FUJI XEROX, and FUJI XEROX shall pay all charges accompanied with re-importation of such Products into the TerritoryReimbursable Value.

Rejection of Products. All Products shipped for replacement under this provision will be new unless otherwise agreed. FUJI XEROX (i) DISTRIBUTOR shall inspect all Products promptly upon receipt thereof and may reject any Product that fails in any material way to meet the then-current specifications set forth in AUSPEX's current brochure for that such Product. AUSPEX will provide new replacement Products with no charge to FUJI XEROX, if FUJI XEROX finds the Products defective Any Product not properly rejected within thirty (30) days from of receipt of such Product by DISTRIBUTOR (the date of shipment to the end-users ( "“Rejection Period"”) Any Product not properly rejected within the "Rejection Period" shall be deemed accepted on the earlier of the end of the Rejection Period or acceptance of the Product by FUJI XEROX's customeraccepted. If any unit of a Product is shipped by FUJI XEROX to its customer prior to expiration of the Rejection Period, then that unit shall be deemed accepted upon receipt by FUJI XEROX unless or until a separate procedure is established between AUSPEX and FUJI XEROX to To reject a separate Product. In any case, FUJI XEROX DISTRIBUTOR shall, within the Rejection Period, notify AUSPEX in writing or by telecopy COMPANY of its rejection and request a Material Return Material Authorization number ("RMA “MRA”) number"). AUSPEX COMPANY shall provide the RMA MRA number in writing to DISTRIBUTOR within seven (which may be by email or telecopy7) to FUJI XEROX within four (4) working days after of receipt of the request. Within 21 seven (7) days after of receipt of the RMAMRA number, FUJI XEROX DISTRIBUTOR shall return to AUSPEX COMPANY the rejected Product, freight prepaidcollect, in its original shipping carton with the RMA MRA number displayed on the outside of the carton. COMPANY reserves the right to refuse to accept any rejected Products that do not bear an MRA number on the outside of the carton. As promptly as practicable possible but no later than twenty thirty (2030) working days after receipt by AUSPEX of properly rejected Products, AUSPEX COMPANY shall, at its option and expense, take reasonable steps to either repair replace the Products or replace refund DISTRIBUTOR’s original fully landed purchase price for the Products. In case AUSPEX considers it difficult COMPANY shall pay the cost of shipping charges incurred by DISTRIBUTOR for properly rejected products. (ii) Notwithstanding the foregoing, Products which are found to repair the returned Product be defective for failure to conform to COMPANY’s specifications at an end-user’s site shall be initially replaced by DISTRIBUTOR. COMPANY shall then replace such defective Products with Products meeting specifications within the twenty thirty (2030) working day period, AUSPEX shall, within seven days of (71) working days after receipt of the returned Productdefective Products, notify FUJI XEROX thereof with reason for the delay and estimated date of completion of the repair and obtain FUJI XEROX's approval of such delay, which approval shall not be unreasonably withheld. In such case, AUSPEX shall provide FUJI XEROX with replacement Product at no charge. If, after the exercise of reasonable efforts, AUSPEX is unable to repair or replace the Product, FUJI XEROX shall be relieved of its payment obligation for (2) confirmation by DISTRIBUTOR that such defective Products have been disposed of by an end-user and receipt of a completed customer complaint form. The final good faith determination concerning non-conformance of any Product and AUSPEX shall refund any payments made by FUJI XEROX for it, and AUSPEX shall have no further liability to FUJI XEROX in connection rest solely with such Product. For any properly rejected Products, AUSPEX shall pay all charges for importation into the United States, if any, and shall also pay the shipping (including costs for insurance) back to FUJI XEROX, and FUJI XEROX shall pay all charges accompanied with re-importation of such Products into the TerritoryCOMPANY.